Want to find out how well your Association is being managed? Attend the next Board of Directors meeting and request a copy of the minutes for the past year. A well run meeting is a good indicator that the leadership of your community is managing the affairs of your Association effectively. The focus of this article will be to establish procedures and guidelines for an effective Community Association Board of Directors Meeting.
First and foremost, every Board Member should be acquainted with Roberts Rules of Order and a copy should be present at every meeting. Roberts Rules of Order have been universally accepted as the standard of parliamentary procedure. It is a set of rules for conducting business at meetings and public gatherings and it can be adapted to fit the needs of any organization. Roberts Rules of Order establishes a procedure for making, amending, discussing and voting on motions presented by Members of the Board of Directors. It further establishes four different methods for voting on a motion. They are:
1. Voice Vote (the Chair asks those in favor to say “aye” and those opposed to say “no” (for majority votes only).
2. Roll Call (if a record of each persons vote is needed, each member answers “yes” or “no” as his or her name is called). Certain states require that the minutes reflect how each Board Member voted on the specific agenda items.
3. Show of Hands (members raise their hands to verify a voice vote or as an alternative to it).
4. Ballot (members write their vote on a slip of paper. This is done where secrecy is desired).
The Chairperson should always ensure that the procedures adopted by the Board of Director’s are followed without variation and should never lose control of the meeting. Many times Board discussions can become heated and out of control. Board Members become passionate and forget the rules for proper conduct at a Board meeting. The Chairperson is vested with the responsibility of maintaining order and keeping the meeting focused and productive. A gavel is an absolute necessity.
Planning for a meeting begins with the establishment of an Agenda of topics to be discussed at the meeting. A posted agenda is necessary for holding an effective meeting. Some Associations require that agendas be mailed to each owner. The agenda puts the owners and residents of the community on notice as to what will be considered at the meeting. Customarily, it is the responsibility of the Chairperson to establish the agenda. Recommendations for agenda items are usually received from Board Members. Owners who wish to have an item placed on the agenda usually make the request through an elected official of the Association. The Chairperson should require that recommended agenda items be submitted by a certain date in advance of the meeting. This allows the Chairperson or whoever is responsible for compiling pertinent data for the agenda item ample time to have the information prepared and distributed to the other Board Members. A typical agenda for a Board of Directors meeting would include the following order of business:
1. Establish a Quorum (a quorum is the number or percent of members that must be present for business to be conducted legally. The actual number is usually found in the By Laws).
2. Call to Order (once the quorum is established, the Chairperson can open the meeting).
3. Reading and Disposal of Previous Meetings Minutes.
4. Officers Reports
5. Committee Reports
6. Unfinished Business
7. New Business
ONLY ITEMS SPECIFIED ON THE AGENDA SHOULD BE DISCUSSED AND ACTED ON BY THE BOARD OF DIRECTORS. The membership has the right to know what will be considered and acted on by the Board of Directors. They should also have the right to express their opinion regarding agenda item. The Board has a responsibility to properly advertise meetings and the meetings should be open to any owner wishing to attend.
There are several different ways that Board Members can hear owner comments on agenda items. The Board may require unit owners to provide a written request in advance of the meeting specifying the agenda item the owner wishes to address. This procedure is an excellent tool for estimating the amount of time which will be spent on each agenda item and it also prepares the Board for “hot items” on the agenda. Some Boards of Directors prefer to take comments from owners prior to the Board discussing the item. Advocates of this procedure feel the Board should hear owner comments first so that their discussion will consider the comments and concerns raised by the owner. Another alternative is to take owner comments after the Board has discussed the agenda item but prior to the actual vote by the Board. The strongest argument for this procedure is that owners are educated through Board discussion on the purpose and intent of the agenda item before they address the item. Personally, I support the second alternative because I believe that hearing Board discussion first may answer some of the owner’s questions or concerns reducing the time spent on the agenda item. The Board of Directors still has the opportunity to hear owner comments before acting on the motion. In either case, the Board of Directors should communicate their procedure to the membership and also set a time limit for owner comments. The Board can also establish time limits for the overall discussion on any agenda item. If a time limit is established, the Chairperson should have the authority to extend the discussion beyond the time limit if he or she feels that additional discussion is necessary for a proper vote on the item.
Board Members should come prepared to intelligently discuss and act on the items on the agenda. Advanced preparation is imperative to a productive meeting. Each Board Member should be presented with the agenda and pertinent information regarding each agenda item well in advance of the meeting date. The task of preparing this information is usually delegated to the Association’s Manager if one is employed by the Association. Otherwise, individual Board Members should be assigned specific agenda items to research and report their findings to the rest of the Board prior to the meeting. As an example: if the Board is considering a contract for services, each Board Member should receive a copy of the written specifications along with the actual bids and proposals prior to the Board meeting. Other pertinent information such as references and the Manager’s analysis should also be included. The bids and proposals should be thoroughly reviewed for consistency prior to the meeting unless the Board has requested sealed bids. Board Members have a responsibility to thoroughly review all of the material provided prior to the meeting and to submit any questions they may have to the Manager or the Chairperson. Dedicated Board Members will do independent research on complicated agenda items and share their findings with the rest of the Board. The Manager or the Chairperson should be prepared to answer questions at the meeting.
The Board of Directors has a responsibility to hold its meetings at times which are convenient for not only the Board Members but also the owners. Owner attendance and participation should be encouraged to assist the Board in making decisions that are truly representative of the majority. The Board meeting is an excellent vehicle for establishing communication between the membership and the Board of Directors.
© Association Times
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